Exxxxxxx. Xxx expenses of the preparation of this Agreement shall be borne by the respective parties incurring such expense.
Exxxxxxx. Xxx xxsts and expenses (ixxxxxxxx xxxxx fees) incurred in connection with this Agreement shall be paid by the party incurring such expenses.
Exxxxxxx. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Company's Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding.
Exxxxxxx. Xxx xxhibits attached to this Lease and incorporated herein are: The above Basic Lease Information is hereby incorporated into and made a part of the attached Lease. Any reference in the Lease to the above terms shall mean and refer to the information and terms set forth in the above Basic Lease Information. In the event of any conflict between the Basic Lease Information and the terms of the Lease, the terms of the Lease shall control. This Lease is made by and between Landlord and Tenant as specified in Article 1. The Exhibits as may be referred to herein are attached hereto and incorporated as a part of this Lease.
Exxxxxxx. Xxis agreement is entered into this 29th day of April 1998 between Central American Equities, A Florida Corporation ("Company") and C. Exxxxxxx (Xxrchaser). Option. Company hereby grants to Purchaser an option to purchase 500 shares of Company's common stock at $1.00 per share ("Option Shares"). The option granted by this Agreement shall vest 20% per year, so that Purchaser shall have the right to purchase 100 shares per year for five years in accordance with the terms of this agreement.
Exxxxxxx xxx. Pricing and terms of marketing and sale of Joint Products through Exxxxxxx.xxx technology shall be subject to ES’s approval.
Exxxxxxx. Xxcept for expenses that Sub-Investment Manager has specifically assumed or agreed to pay, it shall not be responsible for the expenses of the Fund or of Investment Manager. Expenses for which Sub-Investment Manager shall not be responsible include, without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments with respect to the Fund; and (c) custodian fees and expenses. Any reimbursement of advisory fees required by any expense limitation provision shall be the sole responsibility of Investment Manager. Investment Manager and Sub-Investment Manager shall not be considered as partners or participants in a joint venture. Sub-Investment Manager will pay its own expenses for the services to be provided pursuant to this Agreement to the extent not assumed by Investment Manager above, and will not be obligated to pay any expenses of Investment Manager or the Fund.
Exxxxxxx. Xxx Fund will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the AMPS, (iii) the preparation, issuance and delivery of the certificates for the AMPS to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the AMPS to the Underwriters, (iv) the fees and disbursements of the Fund's counsel, accountants and other advisors, (v) the qualification of the AMPS under securities laws in accordance with the provisions of Section 3(a)(vi) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the AMPS, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the NASD of the terms of the sale of the AMPS, (x) the fees and expenses incurred in connection with the rating of the AMPS and (xi) the printing of any Sales Material.
Exxxxxxx. Upon the sale of the Bonds, the Issuer will pay or cause to be paid all costs and expenses incident to the performance of the obligations of the Company, the Issuer and the Underwriters hereunder and under the Basic Documents and of the office of the State Treasurer in accordance with the Statute, including, without limiting the generality of the foregoing, all costs, taxes and expenses incident to the issuance and delivery of the Bonds to the Underwriters, all fees, disbursements and expenses of the Company's, the Issuer's, the State Treasurer's and the Underwriters' counsel and accountants, and the State Treasurer's financial advisors, all costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto), any preliminary prospectus, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus and any amendments thereof or supplements thereto, all costs and expenses incurred in connection with blue sky qualifications, examining the legality of the Bonds for the investment and the rating of the Bonds, all costs and expenses of the Trustee, all costs and expenses incurred in the acquisition or preparation of documents required to be delivered by the Company or the Issuer in connection with the closing of the transactions contemplated hereby, all costs and expenses required in connection with any filing with the National Association of Securities Dealers in connection with the transactions contemplated hereby, and all costs and expenses of the printing and distribution of all documents in connection with the Bonds. If the sale of the Bonds provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default (including under Section 9) by any of the Underwriters, the Company and the Issuer will, jointly and severally, reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Bonds.
Exxxxxxx. Xxxxxx as otherwise provided in this Agreement, each party to this Agreement will bear all the fees, costs and expenses which are incurred by it in connection with the transactions contemplated hereby, whether or not such transactions are consummated.
